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Goldman Stanley Goldman Stanley, Inc. Confidential Draft Project Aardvark Presentation to the Board of Directors January 29, 2010
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Project Aardvark

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Project Aardvark. Presentation to the Board of Directors January 29, 2010. Table Of Contents. Executive Summary3 Aardvark Valuation5 Potential Acquisitions11 Process Recommendations16 Appendix19. Executive Summary. Executive Summary. - PowerPoint PPT Presentation
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Page 1: Project Aardvark

Goldman Stanley

Goldman Stanley, Inc.

Confidential Draft

Project Aardvark

Presentation to the Board of DirectorsJanuary 29, 2010

Page 2: Project Aardvark

Goldman Stanley

Table Of Contents

Executive Summary 3

Aardvark Valuation 5

Potential Acquisitions 11

Process Recommendations 16

Appendix 19

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Executive Summary

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Executive Summary

• As of January 29, 2010, Aardvark’s share price and valuation are at all-time highs, having more than doubled since early 2009

• As Aardvark’s stock price has soared in value, it has also generated over $35B in cash & cash-equivalents

• As Aardvark’s cash balance grows, it is likely to face shareholder pressure to re-invest the cash in its business and to make significant acquisitions

• Given Aardvark’s strong currency and cash balance, it could easily make several “tuck-in” acquisitions – or larger-scale acquisitions to acquire customers

• Such a strategy would allow Aardvark to capture more of the smartphone, laptop, and desktop markets, and significantly improve its software offerings

• Given Aardvark’s cash position, such acquisitions could be made with 100% cash – or in the case of a larger deal, stock could also be used

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Aardvark Valuation

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Valuation Summary

• Aardvark’s current share price of $192.61 far exceeds the value implied by comparable public companies

• Recent comparable transactions show higher implied valuation ranges due to flurry of consolidation and hardware M&A activity over 2009

• Discounted Cash Flow Analysis under base-case assumptions shows implied valuation on-par with Aardvark’s current share price, implying that share price is justified

• All valuation analysis is based on “base-case” financial projections in line with Wall Street analyst expectations

• Given Aardvark’s cash balance and high valuation multiples vs. similar public companies, few competitors are well-positioned to make substantial acquisitions

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Aardvark Valuation Summary

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Aardvark Comparable Public Companies

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Aardvark Precedent Transactions

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Aardvark Discounted Cash Flow AnalysisDCF Assumptions:

Discount Rate: 12.5%

Terminal EBITDA Multiple: 7.0 x

Model Uses “Base Case” Financial Projections

Mid-Year Convention Used For PV Of Cash Flows

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Potential Acquisitions

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Potential Acquisitions

• Given Aardvark’s large cash balance, it could make a wide variety of acquisitions – ranging from small “tuck-in” deals to acquire technology and IP to larger deals driven by customer or market share acquisition

• Tier 1 Potential Acquisitions

– “Tier 1” acquisition candidates are worth over $1 billion and would significantly boost Aardvark’s market share or result in substantial revenue or cost synergies

– Leading candidates include ARM, for its chipset technology and integration with Aardvark’s existing products, and Research in Motion – to capture additional share in the corporate smartphone market

• Tier 2 Potential Acquisitions

– “Tier 2” acquisition candidates are worth less than $1 billion and would enhance Aardvark’s core technology and fill in gaps in existing products

– Potential acquisitions include specialized chipset and semiconductor companies as well as Web 2.0, social media, and mobile software companies

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Potential Acquisition Candidates

Tier 1 Acquisition Candidates

Tier 2 Acquisition Candidates

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Company Profile: ARM

ARM Holdings is a supplier of semiconductor intellectual property and components of digital electronic products. It designs and licenses intellectual property rather than manufacturing and selling semiconductor chips, and it licenses its IP to a wide network of hardware, mobile, and networking companies. It also provides tools to optimize system-on-chip designs.

Products:

• Processors – ARM provides 32-bit embedded microprocessors based on a common architecture that delivers high-performance, power efficiency, and reduced system cost.

• System IP – Serves as the connection between processors, memory, and peripherals to ensure optimum performance.

• Multimedia – ARM provides graphics processors that enable embedded graphics, audio, and video applications.

• Physical IP – Provides SoC integrated circuits and logic, embedded memory, and interface IP.

• Tools – ARM subsidiaries provide compilers, debuggers, simulators, and other optimization tools for a wide variety of chip and processor families.

Key Partners:

Electronic Arts, LSI Logic, Microsoft, National Semiconductor, Nokia, NVIDIA, Rambus, Real Networks, Samsung, and Toshiba.

ARM Holdings

Headquarters: Cambridge, UKEmployees: 1700Founded: 1990

Financial Information:

Market Cap: $2.5BCash: $204M2009 Revenue: $490M2009 EPS: $7.852010E Revenue: $531M2010E EPS: $10.97

Management Team:

Warren East CEOTudor Brown PresidentGraham Budd COOMike Muller CTOTim Score CFOJohn Cornish EVP, SystemsIan Drew EVP, MarketingAntonio Viana EVP, Sales

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Company Profile: Research In Motion

Research In Motion designs the BlackBerry smartphone and creates solutions for the worldwide mobile communications market, including a variety of software for the BlackBerry device. In addition to its line of BlackBerry devices, the company also provides enterprise server software to support businesses using the device.

Products:

• BlackBerry Pearl 3G – Provides Trackpad and dedicated media keys as well as SureType technology and 3G network support.

• BlackBerry Bold – Provides extended battery life as well as GPS, Wi-Fi, and 3G network support.

• BlackBerry Curve 8500 – Includes Trackpad and dedicated media keys, easy media sharing, and 2.0 MP camera.

• BlackBerry Tour 9630 – Provides GPS, worldwide compatibility, and 3.2 MP camera.

• BlackBerry Storm – Features Wi-Fi, SurePress technology, and 3G network support.

• BlackBerry Curve 8900 – Features thin, lightweight design as well as GPS and Wi-Fi support and 3.2 MP camera.

Key Partners:

AT&T, Brightstar, Digital China, GPXS, Hewlett-Packard, IBM, Skype, Sprint, Tata Indicom, T-Mobile, Verizon, Virgin, and Vodafone,

Research In Motion

Headquarters: Waterloo, ONEmployees: 12,000Founded: 1984

Financial Information:

Market Cap: $36BCash: $2.5B2009 Revenue: $13B2009 EPS: $3.702010E Revenue: $17B2010E EPS: $5.03

Management Team:

Jim Balsillie Co-CEOMike Lazaridis Co-CEODon Morrison COORobin Bienfait CIOBrian Bidulka CFODavid Yach CTO

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Process Recommendations

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Key Recommendations

• We recommend engaging in targeted discussions with the Tier 1 acquisition candidates and assessing their receptiveness to M&A discussions

• At the same time, Goldman Stanley will reach out to Tier 2 candidates and introduce Aardvark as a potential acquirer

• M&A process with Tier 1 candidates will take significantly longer due to the scale of the companies, so we recommend conducting both processes simultaneously

• Depending on responses from Tier 1 and Tier 2 candidates, Goldman Stanley and Aardvark may do additional research to determine other potential acquisitions and then approach them

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Process Recommendation

BroadMarketing

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Appendix

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Aardvark Projected Income Statement

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Aardvark Comparable Public Companies

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Aardvark DCF Analysis – WACC Calculation